Business Associations

The Center for Computer-Assisted Legal Instruction (CALI) hosts and facilitates the creation of CALI Lessons, a library of over 950 interactive legal tutorials written by law professors and geared towards law students. CALI is a 501(c)(3) non-profit consortium of law schools, law libraries and related organizations. Almost every United States law school is a member of CALI and they make up the bulk of our membership.

An overview of the different types of business organizations, and the rights and liabilities associated with each. This course will also review the laws governing agency, sole proprietorships, partnerships, and corporations.

This book provides a clear and concise explanation of corporations, agency and partnership, and the other subjects addressed in most Business Associations courses. To accompany its explanations, the guide utilizes a checklist format to lead students through questions they need to ask and issues they need to address, to fully evaluate the agency, partnership or corporations, problems they will face when studying this subject. It also synthesizes the material in a way that most students are unable to do on their own, and organizes the critical issues, presenting a clear guide to analyze business associations issues that students can draw upon when writing their exams. Other study aids provide sample problems, but this book offers a systematic approach to problem solving.

This Black Letter Outline is designed to help a law student recognize and understand the basic principles and issues of law covered in a Corporations Law course. Black Letter Outlines can be used both as a study aid when preparing for classes and as a review of the subject matter when studying for an examination. Each Black Letter Outline is written by experienced law school professors who are recognized national authorities in their subject area.

This book gives students taking the introductory course in business associations a succinct but reliable overview of the principal legal issues that arise in business relationships over the life cycle of the business. The book explains the basic concepts that govern these relationships and provides specific examples of how they apply. It also explains similarities and dissimilarities in the business associations covered. Finally, the book considers the background and interests in the course of the students. The book is intended to help students understand the course whether their background is in accounting or music.

Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2020 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments (for example, the most recent version of the Model Business Corporation Act as well as the Delaware statute) that impact the conduct of corporate affairs including fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs.

Many students find their Corporation Law class difficult because they do not understand the transactions giving rise to those cases. As with its predecessors, this third edition is intended to assist students by not only restating the law but also by putting the law into its business and financial context. The pedagogy is up-to-date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes. The text is highly readable: The style is simple, direct, and reader-friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. This new edition brings the material up-to-date with complete coverage of developments in both state corporate law and federal securities law.

Using 11 pivotal cases that have shaped the evolution of corporate law, internationally renowned scholars explore the people behind the disputes and the forces that led the judges to decide the cases the way they did. From Meinhard v. Salmon to Paramount v. QVC, they unravel the logic (and, often, apparent illogic) of the opinions. Simultaneously amusing and clarifying, the resulting chapters make sense of cases that have puzzled students and scholars for decades.

This book clarifies rather than simply recites corporations law, while paying attention to correcting common misconceptions held among students about the subject. This book is also appropriate for courts and commentators seeking the appropriate resolution of issues of corporations law. Citations in this book are kept to a minimum and written in a user-friendly style. The second edition incorporates the major developments in corporate law in the decade since the first edition was published.

Incorporating skills training into a traditional Business Associations course is challenging. This creative and original book provides thirteen independent exercises designed to develop student skills in legal drafting, client interviewing and counseling, negotiation, and advocacy. Each exercise is based on fundamental legal rules and doctrines so that the book can be used on its own or as a supplemental text with any doctrinal casebook. Students are required to spend a manageable one to two hours on such tasks as outlining discussion points for major meetings and counseling, drafting advisory letters to clients, crafting a demand letter to a board of directors, negotiating indemnification provisions, drafting a certificate of incorporation and an operating agreement based on the clients’ stated objectives, and developing strategies to manage business contracting and corporate client communications. Each exercise contains a work product template that the student must complete for assessment purposes.

Exam Pro-Objective on Business Associations is a study aid that helps law students prepare to take their Business Associations exam. Taking the sample objective exams and using the corresponding answers and analysis provides students with a more thorough understanding of Business Associations and a better understanding of how to take exams.

This outline clearly examines the full range of issues that arise in classes focused on business organizations. The central distinctions among business forms such as general and limited partnerships, limited liability corporations as well as close and public corporations. Both federal and state statutes that regulate the affairs of corporations are examined. The legal requirements for their formation, operation and management. Also includes shareholders' right to inspect records, shareholders' suits, capitalization, dividends, redemption of shares, fundamental changes in corporate structure, and applicable conflict of laws principles. Contemporary practices and legal provisions addressing corporate governance are described. Special attention is given to the fiduciary obligations of owners and managers as well as the governance rights of shareholders. The materials provide detailed coverage of the federal provisions addressing proxy solicitations, insider trading, disclosure requirements and the scope of the anti-fraud provision Rule 10b-5. The outline provides comprehensive treatment of a wide range of mergers and acquisition issues including the procedural requirements to effect acquisitions, the fiduciary obligations to defend and transfer control, and the intricate case law surrounding self-dealing acquisitions.

This title contains well-prepared briefs for each major case in Macey, Moll, and Hamilton's casebook on Business Organizations. High Court briefs are written to present the essential facts, issue, decision and rationale for each case in a clear, concise manner. While prepared briefs can never substitute for the insight gained by actually reading a case, these briefs will help readers to identify, understand, and absorb the core “take away” knowledge from each case. Moreover, these briefs are followed by a useful legal analysis, which provides extra tips and contextual background about each case, connecting the case to the broader concepts being developed throughout the casebook. This book also supplies case vocabulary, which defines new or unusual legal words found throughout the cases. Finally, to enhance the reader’s recall, there is a corresponding memory graphic for each brief that portrays an entertaining visual representation of the relevant facts or law of the case.

Completely revised and updated, conversational in tone, the book features hypotheticals to illustrate key concepts. Comprehensive yet concise, it addresses the theory of the firm as well as the nuts-and-bolts of corporate law, including separate consideration of specialized issues raised by closely-held and public corporations. With updated discussion of Sarbanes-Oxley, Rule 10b-5, and Section 16(b), it gives broad background. Financial concepts are explained with helpful examples, so that even sociology majors need not fear them.

With Law School Legends, students get a brilliant law school professor explaining an entire subject in one simple, dynamic lecture. In these audio lectures, Professor David Epstein explains the important business organizations concepts, the relationship among those concepts, and how a student can use the concepts to answer any question a professor might ask in class or on the exam.

The study of business organizations is, broadly speaking, a study of how people engage in business and, more importantly, how the law facilitates and regulates the operation of such businesses. Written in a clear and informative style, and chock full of examples and illustrations, this book examines the legal rules and doctrines associated with running a business—from formation to dissolution to everything in between. These rules and doctrines are explored within the context of the various organizational forms in which a business may be operated. Thus, reading this book will provide you with a solid grounding in the law of agency, general partnerships, corporations, limited partnerships, limited liability partnerships, and limited liability companies.

“Short and Happy”? This book is indeed “short” - much shorter than any other student guide. The reason is that other student guides are written to help you understand your business associations/organizations course, to get you through 42 or 56 class hours. This student guide is different. It is written to help you understand your prof’s final exam questions – to get you through a 3 or 4 hour exam. Rather than teaching you how cases and concepts are applied in the real world, this book teaches you how cases and concepts need to be applied in the “unreal” world of law school exams. This is the book to read after you have spent the semester working on law review (Or was it clinic? Or client counseling competitions? Or Kundalini yoga? Or shape note singing?) instead of Business Associations. As Camus (and Noreen Vanderslice) might counsel, “Don’t be Sisyphus. Buy and read this book."

Publisher's Description

This audio lecture brings the corporations course to life simply and succinctly. It discusses the nature, attributes, and formation of a corporate entity along with various contingencies. Among the topics examined are rights and powers of corporate directors, officers, and shareholders, including their fiduciary obligations; proxy solicitations under section 14(a); close corporation provisions and agreements; dissolution; fiduciary matters; state regulation of insider trading; short-swing profits under section 16(b); derivative suit litigation; issuance of stock; dividends and other shareholder distributions; and fundamental corporate changes. It includes a close analysis of the federal antifraud provision, section 10(b), and rule 10b-5.

This Quick Review of Cox's Corporations, 4th-part of the Sum and Substance Series-saves time and increases student performance. It includes a main outline section with clear, concise explanations of legal concepts and terms; capsule summaries of significant cases; a Casebook Table that keys the Quick Review outline to relevant pages of leading casebooks; and numerous essay and multiple-choice questions with model answers and detailed explanations. All answers are cross-referenced to the outline sections. Contains a 10-5-2 Hour Study Guide, which offers study suggestions in the hours before an exam.